S-8

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8


                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933


                Nicholas Investment Company, Inc.
     (Exact name of registrant as specified in its charter)


         Nevada                                    33-0788293
(State of Incorporation)                     (I.R.S. Employer ID No.)


                6565 Spencer, Las Vegas, NV 89119
            (Address of Principal Executive Offices)


   The 2003 Benefit Plan of Nicholas Investment Company, Inc.
                    (Full title of the plan)


    Darryl E. Schuttloffel, 6565 Spencer, Las Vegas, NV 89119
             (Name and address of agent for service)


                         (702) 501-1096
  (Telephone number, including area code, of agent for service)


                         With a copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107


                 Calculation of Registration Fee

                                 Proposed
Title of                         Maximum       Proposed
Securities        Amount         Offering      Aggregate     Amount of
to be             to be          Price Per     Offering      Registration
Registered        Registered     Share (1)     Price         Fee

Common Stock      30,000,000     $0.0031       $93,000       $8.56


(1) The Offering Price is used solely for purposes of estimating
    the registration fee pursuant to Rules 457(c) and 457(h)
    promulgated pursuant to the Securities Act of 1933, as amended
    (the "Securities Act"). The Offering Price is estimated as the
    average of the bid and asked prices on February 5, 2003.


                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services performed on the Company's
behalf. This issuance of shares is being made pursuant to The
2003 Benefit Plan of Nicholas Investment Company, Inc. (the
"Plan") adopted by the Board of Directors on February 3, 2003.
The Board has equated this number of shares to the value of the
legal or consulting services provided or to be provided by these
individuals. The shares issued hereunder to eligible participants
who are not affiliates of the Company as defined in Rule 405 of
the Securities Act will not be subject to any resale
restrictions. The Plan is not qualified under ERISA.

Item 2. Registrant Information and Employee Plan Annual Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.


                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, and its Quarterly Reports on Form 10-QSB
for the quarters ended March 31, 2002, June 30, 2002 and
September 30, 2002.  All documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date
of filing of such Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.  The Company will provide without charge
to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference into this Registration
Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder
Relations, Nicholas Investment Company, Inc., 6565 Spencer, Las
Vegas, NV 89119, telephone (702) 501-1096.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Neither the Registrant's Attorneys or Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company's Bylaws and Section 78.751 of the Nevada Revised
Statutes provide for indemnification of the Company's officers
and directors in certain situations where they might otherwise
personally incur liability, judgments, penalties, fines and
expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.
Article V of the Company's By-laws reads as follows:

The corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person
who may have served at the corporation's request as a Director or
Officer of another corporation in which it owns shares of capital
stock or of which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the defense of
any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the corporation, or of such other
corporation, except, in relation to matters as to which any such
Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled, under By-Law,
agreement, vote of shareholders or otherwise.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

   4.1      The Company's Articles of Incorporation, which define the
            rights of holders of the equity securities being registered.
            (Incorporated by reference to Exhibit 3.1 to the Registrant's
            Form 10-SB filed with the Securities and Exchange Commission on
            November 3, 2000.)

   4.2      The Company's By-Laws, which define the rights of holders of
            the equity securities being registered.  (Incorporated by
            reference to Exhibit 3.2 to the Registrant's Form 10-SB filed
            with the Securities and Exchange Commission on November 3, 2000.)

   5.1*     Opinion of Counsel, Chapman & Flanagan, Ltd.

   10.1*    The 2003 Benefit Plan of Nicholas Investment Company, Inc.

   23.1*    Consent of HJ Associates & Consultants, LLP.

   23.2*    Consent of Counsel. (Included in Exhibit 5.1.)


* Filed herewith.


Item 9. Undertaking.

The registrant makes the following undertakings

     a)1) To file, during any period in which offers or sales
       are being made, a post-effective amendment to this
       registration statement:

          i)   to include any prospectus required by Section
               10(a)(3) of the Securities Act;

          ii)  to reflect any facts or events which, individually
               or together, represent a fundamental change in the
               information in the registration statement;

          iii) to include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the
               registration statement;

       2) That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

       3) To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     b) The undersigned registrant hereby undertakes that, for
        purposes of determining any liability under the
        Securities Act of 1933, each filing of the registrant's
        annual report pursuant to section 13(a) or section 15(d)
        of the Securities Exchange Act of 1934 (and, where
        applicable, each filing of an employee benefit plan's
        annual report pursuant to Section 15(d) of the Securities
        Exchange Act of 1934) that is incorporated by reference
        in the registration statement shall be deemed to be a new
        registration statement relating to the securities offered
        therein, and the offering of such securities at that time
        shall be deemed to be the initial bona fide offering
        thereof.

     c) Insofar as indemnification for liabilities arising under
        the Securities Act of 1933 may be permitted to directors,
        officers and controlling persons of the registrant
        pursuant to the foregoing provisions, or otherwise, the
        registrant has been advised that in the opinion of the
        Securities and Exchange Commission, such indemnification
        is against public policy as expressed in the Act and is
        therefore, unenforceable. In the event that
        indemnification is permitted to directors, officers and
        controlling personas of the registrant pursuant to the
        foregoing provisions, or otherwise, the registrant has
        been advised that in the opinion of the Securities and
        Exchange Commission such indemnification is against
        public policy as expressed in the Act and is, therefore,
        unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the
        payment by the registrant of the expenses incurred or
        paid by a director, officer or controlling person of the
        registrant in the successful defense of any action, suit
        or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities of
        such corporation it is the opinion of the SEC that any
        such indemnification is against public policy.


                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Las Vegas, Nevada, on February 3, 2003.


(Registrant) Nicholas Investment Company, Inc.


By (Signature and Title) /s/
                         Darryl E. Schuttloffel, President and CEO


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.


Signature                   Title                  Date


/s/                         Chief Executive        February 3, 2003
Darryl E. Schuttloffel      Officer and Director


/s/                         Chief Financial        February 3, 2003
George Barger               Officer and Director


/s/                         Director               February 3, 2003
Alex Peluffo


/s/                         Director               February 3, 2003
Howard Simonton


/s/                         Director               February 3, 2003
Cynthia A. Taylor


                            PART III
                        Index to Exhbits

  Number    Description

   4.1      The Company's Articles of Incorporation, which define the
            rights of holders of the equity securities being registered.
            (Incorporated by reference to Exhibit 3.1 to the Registrant's
            Form 10-SB filed with the Securities and Exchange Commission on
            November 3, 2000.)

   4.2      The Company's By-Laws, which define the rights of holders of
            the equity securities being registered.  (Incorporated by
            reference to Exhibit 3.2 to the Registrant's Form 10-SB filed
            with the Securities and Exchange Commission on November 3, 2000.)

   5.1*     Opinion of Counsel, Chapman & Flanagan, Ltd.

   10.1*    The 2003 Benefit Plan of Nicholas Investment Company, Inc.

   23.1*    Consent of HJ Associates & Consultants, LLP.

   23.2*    Consent of Counsel. (Included in Exhibit 5.1.)


* Filed herewith.

EX-5

EXHIBIT 5.1

                 [CHAPMAN & FLANAGAN, LTD. LETTERHEAD]


                           February 7, 2003


Board of Directors
Nicholas Investment Company, Inc.
6565 Spencer
Las Vegas, NV  89119

     RE: Registration Statement on Form S-8

Gentlemen:

We have acted as special securities counsel for Nicholas Investment
Company, Inc., a Nevada corporation (the "Company"). You have requested
our opinion in connection with the registration by the Company of
30,000,000 shares (the "Shares") of its common stock to be issued
pursuant to a registration statement on Form S-8 filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act").  (Such registration statement, as amended or
supplemented is hereinafter referred to as the "Registration
Statement.") The Shares are to be issued under The 2003 Benefit Plan of
Nicholas Investment Company, Inc. adopted by the Board of Directors on
February 3, 2003 (the "Plan").

You have advised that:

  1. The Company is current in its reporting responsibilities to the
     Securities and Exchange Commission as mandated by the Securities
     Exchange Act of 1934, as amended.

  2. The Shares will be issued to consultants and eligible participants
     in the Plan as compensation for their services on behalf of the
     Company. Such persons have provided bona-fide services to the Company
     which are not in relation to the offer or sale of securities in a
     capital-raising transaction, and which did not either directly or
     indirectly promote or maintain a market for the Company's securities.

  3. The shares to be issued to these individuals are pursuant to
     corporate resolution and the approval of the Board of Directors of the
     Company. These shares registered pursuant to the Registration Statement
     will be issued without restrictive legend to those persons who are not
     deemed to be affiliates of the Company as defined in Rule 405 of the
     Act.

We have read such documents as have been made available to us. For
purposes of this opinion, we have assumed the authenticity of such
documents.

Based on the accuracy of the information supplied to us, it is our
opinion that the Company may avail itself of a Registration Statement
on Form S-8, and is qualified to do so. Further, subject to the
limitation set forth in the Company's Articles of Incorporation with
respect to the maximum number of shares of common stock that the
Company is authorized to issue, and assuming that the Shares will be
issued as set forth in the Plan and the Registration Statement, at a
time when effective, and that the Company will fully comply with all
applicable securities laws involved under the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated pursuant to said Acts, and in those
states of foreign jurisdictions in which the Shares may be sold, we are
of the opinion that, upon proper and legal issuance of the Shares and
receipt of the consideration to be paid for the Shares, the Shares will
be duly authorized, validly issued, fully paid and nonassessable shares
of common stock of the Company.

This opinion does not cover any matters related to any re-offer or re-
sale of the Shares by any Plan participants, once properly and legally
issued pursuant to the Plan as described in the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading in the Registration Statement.
In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission. This opinion and
consent may be incorporated by reference in a subsequent registration
statement on Form S-8 filed pursuant to Rule 462(b) under the Act with
respect to the registration of additional securities issuable under the
Plan.

This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein.
We assume no obligation to revise or supplement this opinion should the
present laws of the State of Nevada or the federal law of the United
States be changed by legislative action, judicial decision or
otherwise.   This opinion is furnished to you pursuant to the
applicable rules and regulations promulgated under the Act in
connection with the filing of the Registration Statement.   Should you
have any questions or comments, please do not hesitate to contact this
office.

                                   Sincerely,

                                   /s/
                                   Chapman & Flanagan, Ltd.

EX-10

EXHIBIT 10.1

                    THE 2003 BENEFIT PLAN OF
                NICHOLAS INVESTMENT COMPANY, INC.

     Nicholas Investment Company, Inc., a Nevada corporation (the
"Company"), hereby adopts "The 2003 Benefit Plan of Nicholas
Investment Company, Inc.," (the "Plan") this 3rd day of February,
2003. Under the Plan, the Company may issue stock, or grant
options to acquire the Company's common stock, $0.001 par value
(the "Stock"), from time to time to employees of the Company or
its subsidiaries, all on the terms and conditions set forth
herein ("Benefits"). In addition, at the discretion of the Board
of Directors, Benefits may from time to time be granted under
this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered
by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-
raising transaction. No stock may be issued, or option granted
under the benefit plan to consultants, advisors, or other persons
who directly or indirectly promote or maintain a market for the
Company's securities.

     1.   Purpose of the Plan. The Plan is intended to aid the
Company in maintaining and developing a management team,
attracting qualified officers and employees capable of assuring
the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company.
The Company has designed this Plan to aid it in retaining the
services of executives and employees and in attracting new
personnel when needed for future operations and growth and to
provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of
the Company's business, and to provide them with an opportunity
to obtain or increase a proprietary interest in the Company. It
is also designed to permit the Company to reward those
individuals who are not employees of the Company but who
management perceives to have contributed to the success of the
Company or who are important to the continued business and
operations of the Company. The above company believes that the
goals will be achieved through the granting of Benefits.

     2.   Administration of this Plan. Administration of this
Plan shall be determined by the Company's Board of Directors (the
"Board"). Subject to compliance with applicable provisions of the
governing law, the Board may delegate administration of this Plan
or specific administrative duties with respect to this Plan on
such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be
referred to as "Plan Administrators"). The interpretation and
construction of the terms of this Plan by the Plan Administrators
thereof shall be final and binding on all participants in this
Plan absent a showing of demonstrable error. No member of the
Plan Administrators shall be liable for any action taken or
determination made in good faith with respect to this Plan. Any
Benefit approved by a majority vote of those Plan Administrators
attending a duly and properly held meeting shall be valid. Any
Benefit approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.

     3.   Shares of Stock Subject to this Plan. A total of One
Hundred Million (100,000,000) shares of Stock may be subject to,
or issued pursuant to, Benefits granted under this Plan. If any
right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the
shares of stock issued less the shares of Stock surrendered)
shall count against the total number of shares reserved for
issuance under the terms of this Plan.

     4.   Reservation of Stock on Granting of Option. At the time
any Option is granted under the terms of this Plan, the Company
will reserve for issuance the number of shares of Stock subject
to such Option until it is exercised or expires. The Company may
reserve either authorized but unissued shares or issued shares
reacquired by the Company.

     5.   Eligibility. The Plan Administrators may grant Benefits
to employees, officers, and directors of the Company and its
subsidiaries, as may be existing from time to time, and to other
individuals who are not employees of the Company or its
subsidiaries, including consultants and advisors, provided that
such consultants and advisors render bona fide services to the
Company or its subsidiaries and such services are not rendered in
connection with the offer or sale of securities in a capital-
raising transaction. In any case, the Plan Administrators shall
determine, based on the foregoing limitations and the Company's
best interests, which employees, officers, directors, consultants
and advisors are eligible to participate in this Plan. Benefits
shall be in the amounts, and shall have the rights and be subject
to the restrictions, as may be determined by the Plan
Administrators, all as may be within the provisions of this Plan.

     6.   Term of Options issued as Benefits and Certain
Limitations on Right to Exercise.

          a.   Each Option issued as a benefit hereunder
     ("Option") shall have its term established by the Plan
     Administrators at the time the Option is granted.

          b.   The term of the Option, once it is granted, may be
     reduced only as provided for in this Plan and under the
     express written provisions of the Option.

          c.   Unless otherwise specifically provided by the
     written provisions of the Option or required by applicable
     disclosure or other legal requirements promulgated by the
     Securities and Exchange Commission ("SEC"), no participant
     of this Plan or his or her legal representative, legatee, or
     distributee will be, or shall be deemed to be, a holder of
     any shares subject to an Option unless and until such
     participant exercises his or her right to acquire all or a
     portion of the Stock subject to the Option and delivers the
     required consideration to the Company in accordance with the
     terms of this Plan and then only as to the number of shares
     of Stock acquired. Except as specifically provided in this
     Plan or as otherwise specifically provided by the written
     provisions of the Option, no adjustment to the exercise
     price or the number of shares of Stock subject to the Option
     shall be made for dividends or other rights for which the
     record date is prior to the date on which the Stock subject
     to the Option is acquired by the holder.

          d.   Options shall vest and become exercisable at such
     time or times and on such terms as the Plan Administrators
     may determine at the time of the grant of the Option.

          e.   Options may contain such other provisions,
     including further lawful restrictions on the vesting and
     exercise of the Options as the Plan Administrators may deem
     advisable.

          f.   In no event may an Option be exercised after the
     expiration of its term.

          g.   Options shall be non-transferable, except by the
     laws of descent and distribution.

     7.   Exercise Price. The Plan Administrators shall establish
the exercise price payable to the Company for shares to be
obtained pursuant to Options, which exercise price may be amended
from time to time as the Plan Administrators shall determine.

     8.   Payment of Exercise Price. The exercise of any Option
shall be contingent on receipt by the Company of the exercise
price paid in either cash, certified or personal check payable to
the Company.

     9.   Withholding. If the grant of a Benefit hereunder, or
exercise of an Option given as a Benefit is subject to
withholding or other trust fund payment requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay
the Optionee's liability and will be reimbursed by Optionee no
later than six months after such liability arises and Optionee
hereby agrees to such reimbursement terms.

     10.  Dilution or Other Adjustment. The shares of Common
Stock subject to this Plan and the exercise price of outstanding
Options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of
issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The
Company, at its option, may adjust the Options, issue
replacements, or declare Options void.

     11.  Benefits to Foreign Nationals. The Plan Administrators
may, in order to fulfill the purpose of this Plan and without
amending this Plan, grant Benefits to foreign nationals or
individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those
set forth in this Plan and the Benefits made to United States
residents in order to recognize differences among the countries
in law, tax policy, and custom. Such grants shall be made in an
attempt to give such individuals essentially the same benefits as
contemplated by a grant to United States residents under the
terms of this Plan.

     12.  Listing and Registration of Shares. Each Option shall
be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it
is necessary or desirable to list, register, or qualify the
shares covered thereby on any securities exchange or under any
state or federal law, or obtain the consent or approval of any
governmental agency or regulatory body as a condition of, or in
connection with, the granting of such Option or the issuance or
purchase of shares thereunder, such Option may not be exercised
in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Plan Administrators.

     13.  Expiration and Termination of this Plan. This Plan may
be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under this
Plan. This Plan shall otherwise terminate on the earlier of the
date that is five years from the date first appearing in this
Plan or the date on which the 100 millionth share is issued
hereunder.

     14.  Amendment of this Plan. This Plan may not be amended
more than once during any six month period, other than to comport
with changes in the Code or the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder.
The Plan Administrators may modify and amend this Plan in any
respect.

                              ATTEST:



                              /s/ Daryll E. Schuttloffel, CEO,
                              President and Director



                              /s/ Cynthia A. Taylor,
                              Secretary/Treasurer and Director



                              /s/ George Barger, CFO and Director



                              /s/ Alex Peluffo, Director



                              /s/ Howard Simonton, Director

EX-23

EXHIBIT 23.1

         [HJ ASSOCIATES & CONSULTANTS, L.L.P. LETTERHEAD]


                 CONSENT OF INDEPENDENT AUDITORS



To the Board of Directors and Shareholders of
Nicholas Investment Company, Inc. and Subsidiaries
Las Vegas, Nevada

We hereby consent to the use of our audit report dated March 6,
2002 (which includes an emphasis paragraph relating to an
uncertainty as to the Company's ability to continue as a going
concern), for the year ended December 31, 2001, which is
incorporated by reference in this Form S-8.  We also consent to
all references to our firm in this Form S-8.



/s/
HJ Associates & Consultants, LLP
Salt Lake City, Utah
February 7, 2003